6. Conditions Precedent.

 This Amendment and Lessor's obligation to extend the Lease shall take
effect upon the satisfaction of each of the following conditions and receipt of
the following documents by Lessor:


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 (a) Legal Opinion: at Lessee's expense, a legal opinion of Lessee's
Panamanian counsel in form and substance satisfactory to Lessor and confirming,
inter alia, that this Lease Extension and Amendment Agreement have been duly
signed and delivered on behalf of Lessee, that this Lease Extension and
Amendment Agreement constitute Lessee's legal, valid and binding obligations
(subject to customary exclusions), and that all approvals, licenses, consents,
filings and registrations which are necessary or desirable in connection with
this Lease Extension and Amendment Agreement and the performance by Lessee of
its obligations hereunder, thereunder and under the Lease as extended hereby and
thereby have been obtained and are in full force and effect; and

 (b) No Default: No Default or Event of Default shall have occurred and be
continuing as of the date hereof and the date of the commencement of the renewed
terms contemplated hereby.

7. Miscellaneous.

 (a) Amendment. No amendment, modification or waiver of any provision of
this Lease Extension and Amendment Agreement shall in any event be effective
unless the same shall be in writing and signed by the parties hereto or, in the
case of a waiver, by the party waiving compliance, and then such waiver shall be
effective only in the specific instance and for the specific purpose for which
given.

 (b) Notices. Any notices, requests, demands or other communications
required or permitted to be made hereunder shall be in writing and shall be
delivered by reputable courier service, by hand and/or facsimile as follows: